MARLBOROUGH, Mass. and
MOUNTAIN VIEW, Calif.,
April 1, 2015 /PRNewswire/
-- Boston Scientific Corporation (NYSE: BSX) announces that it
has signed a definitive agreement to acquire Xlumena, Inc., a
venture-backed medical device company that develops, manufactures
and sells minimally invasive devices for Endoscopic Ultrasound
(EUS) guided transluminal drainage of targeted areas within the
gastrointestinal tract. The deal is expected to close this
week.
The Xlumena portfolio includes the AXIOS™ and HOT AXIOS™ Stent
and Delivery Systems. The AXIOS Stent and Delivery System has
received U.S. Food and Drug Administration (FDA) clearance and is
the world's first stent designed for endoscopic ultrasound-guided
transluminal drainage of symptomatic pancreatic
pseudocysts. The next-generation HOT AXIOS™ Stent and Delivery
System incorporates cautery into the delivery of the AXIOS
stent. Both systems have CE Mark for facilitating
transgastric or transduodenal endoscopic drainage of pancreatic
pseudocysts or the biliary tract. These products are currently sold
in select countries in Europe.
"We believe the acquisition of Xlumena and their
minimally-invasive products combined with the Boston Scientific
broad product portfolio demonstrates our commitment to advancing
the field of interventional EUS therapeutics," said David Pierce, senior vice president and
president, Endoscopy, Boston Scientific. "Our combined technologies
enable physicians to diagnose and treat diseases of the
pancreatico-biliary system using less invasive procedures. We are
very pleased to be able to accelerate the global reach of the AXIOS
™ stent and to be at the forefront of this fast growing
segment."
The AXIOS™ technology platform broadens the Boston Scientific
portfolio of minimally-invasive approaches to treat pancreatic
pseudocysts which may be caused by pancreatitis (acute or chronic
inflammation of the pancreas), pancreatic ductal obstruction or
trauma. The acquisition accelerates the Boston Scientific
commitment to lead the EUS segment by coupling the Expect family of
Fine Needle Aspiration (FNA) needles with the leader in therapeutic
EUS.
"We are proud to see our technology evolve in conjunction with
Boston Scientific's portfolio and provide patients a holistic and
minimally invasive solution," said Greg
Patterson, president and chief executive officer of
Xlumena.
The agreement calls for an upfront payment of $62.5 million, an additional payment of
$12.5 million upon FDA clearance of
the HOT AXIOS product, and further sales-based milestones based on
sales achieved through 2018. Boston Scientific currently
expects the net impact of this transaction on adjusted earnings per
share to be immaterial for years 2015 and 2016 and break-even to
accretive thereafter, and more dilutive on a GAAP basis as a result
of acquisition-related net charges and amortization.
CAUTION: The HOT AXIOS and AXIOS devices for the gallbladder and
bile duct have CE mark designation in Europe. They are not available for sale in
the United States.
About Boston Scientific
Boston Scientific transforms lives through innovative medical
solutions that improve the health of patients around the
world. As a global medical technology leader for more than 35
years, we advance science for life by providing a broad range of
high performance solutions that address unmet patient needs and
reduce the cost of healthcare. For more information, visit
www.bostonscientific.com and connect on Twitter and Facebook.
Cautionary Statement Regarding Forward-Looking
Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements may be identified by words like
"anticipate," "expect," "project," "believe," "plan," "estimate,"
"intend" and similar words. These forward-looking statements
are based on our beliefs, assumptions and estimates using
information available to us at the time and are not intended to be
guarantees of future events or performance. These
forward-looking statements include, among other things, statements
regarding our business plans, the acquisition and its impact,
including expected accretion and dilution, markets for our products
and our performance in those markets, and product performance and
impact. If our underlying assumptions turn out to be
incorrect, or if certain risks or uncertainties materialize, actual
results could vary materially from the expectations and projections
expressed or implied by our forward-looking statements. These
factors, in some cases, have affected and in the future (together
with other factors) could affect our ability to implement our
business strategy and may cause actual results to differ materially
from those contemplated by the statements expressed in this press
release. As a result, readers are cautioned not to place
undue reliance on any of our forward-looking statements.
Factors that may cause such differences include, among other
things: future economic, competitive, reimbursement and regulatory
conditions; new product introductions; demographic trends;
intellectual property; litigation; financial market conditions;
and, future business decisions made by us and our competitors.
All of these factors are difficult or impossible to predict
accurately and many of them are beyond our control. For a
further list and description of these and other important risks and
uncertainties that may affect our future operations, see Part I,
Item 1A – Risk Factors in our most recent Annual Report on
Form 10-K filed with the Securities and Exchange Commission, which
we may update in Part II, Item 1A – Risk Factors in
Quarterly Reports on Form 10-Q we have filed or will file
hereafter. We disclaim any intention or obligation to
publicly update or revise any forward-looking statements to reflect
any change in our expectations or in events, conditions, or
circumstances on which those expectations may be based, or that may
affect the likelihood that actual results will differ from those
contained in the forward-looking statements. This cautionary
statement is applicable to all forward-looking statements contained
in this document.
Use of Non-GAAP Financial Measures
To supplement our consolidated financial statements presented on
a GAAP basis, we disclose certain non-GAAP financial measures
including adjusted earnings per share. Adjusted earnings per share
excludes goodwill and intangible asset impairment charges;
acquisition-, divestiture-, litigation- and restructuring-related
charges and credits; certain discrete tax items and amortization
expense. Non-GAAP measures such as adjusted earnings per
share are not in accordance with generally accepted accounting
principles in the United States. The GAAP financial measure
most directly comparable to adjusted earnings per share is GAAP
earnings per share. The difference between our estimated
impact of the acquisition on our GAAP and adjusted earnings per
share relates to amortization expense on acquired intangible assets
and acquisition-related net charges, which primarily include exit
costs and other fees. These amounts are excluded by the
Company for purposes of measuring adjusted earnings per share.
Management uses adjusted earnings per share along with other
supplemental non-GAAP measures to evaluate performance period over
period, to analyze the underlying trends in our business, to assess
its performance relative to its competitors, and to establish
operational goals and forecasts that are used in allocating
resources. Non-GAAP financial measures, including adjusted
earnings per share, should not be considered in isolation from or
as a replacement for GAAP financial measures. We believe that
presenting non-GAAP financial measures in addition to GAAP
financial measures provides investors greater transparency to the
information used by our management for its financial and
operational decision-making and allows investors to see our results
"through the eyes" of management. We further believe that
providing this information better enables our investors to
understand our operating performance and to evaluate the
methodology used by management to evaluate and measure such
performance.
CONTACT:
Nisha Deo
408-893-9243 (cell)
Media Relations
Boston Scientific Corporation
Nisha.Deo@bsci.com
Susie Lisa, CFA
508-683-5565 (office)
Investor Relations
Boston Scientific Corporation
investor_relations@bsci.com
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SOURCE Boston Scientific Corporation